Indicate by check
mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes o No x

Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act).

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of the last
business day of the registrant’s most recently completed second fiscal quarter, that being June 29, 2012, the aggregate
market value of the registrant’s certificates (shares) of beneficial interest held by non-affiliates of the registrant was
$113,355,000 based on the closing sale price as reported on the New York Stock Exchange Euronext – Composite Inter-Market
Trading System.

The number of
certificates (shares) of beneficial interest outstanding as of the close of the period covered by this report:

Trustees’
Certificates of Beneficial Interest – 1,500,000

DOCUMENTS INCORPORATED
BY REFERENCE

Portions of the
Annual Report to Certificate Holders for the year ended December 31, 2012, attached hereto as Exhibit 13, are incorporated by reference
into Part II.

PART I

Item 1.

BUSINESS

The Registrant (“Trust” or “we”
or “our” or “GNIOP”) owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range
in northeastern Minnesota. The Registrant is a conventional nonvoting trust organized under the laws of the State of Michigan pursuant
to a Trust Agreement dated December 7, 1906. Because the Trust properties and offices are all located in Minnesota, the Trust and
matters affecting the Trust are under the jurisdiction of the Ramsey County District Court (“Court”) in Saint Paul,
Minnesota. Income is primarily derived from royalties on iron ore minerals (taconite) mined by our lessees from these properties
and minimum royalties. The Registrant is presently involved primarily with the leasing and care of these properties. There have
been no significant changes in these functions since the beginning of the fiscal year.

The terms of the Great Northern Iron Ore
Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the
last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995.
Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

At the end of the Trust on April 6, 2015,
the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter
will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the
termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies
remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance
in the Principal Charges account (this account is explained in the Trust’s Annual Report sent to all certificate holders
every year). All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed
and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips Company) under
the terms of the Trust Agreement.

The Trust has previously provided information
in its various Securities and Exchange Commission filings, including its Annual Report, about the final distribution payable to
the certificate holders upon the Trust’s termination. The exact final distribution, though not determinable at this time,
will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and properties) and
the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer
a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial
statement values as of December 31, 2012, the net monies were approximately $7,719,000 and the

1

Item 1.

BUSINESS – continued

Principal Charges account balance was approximately
$4,871,000, resulting in a final distribution payable of approximately $12,590,000, or about $8.39 per share. After payment of
this final distribution, the certificates of beneficial interest (shares) would be cancelled and have no further value. It is important
to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during
the ensuing years and will not be “final” until after the termination and wind-down of the Trust. The Trust offers
this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee
a specific known final distribution amount.

The raw materials essential to the business
of the Registrant are the minerals contained in properties owned and leased by the Registrant. Because we lease our properties
to mining interests that control the amount of ore production, we do not have direct control over the tonnage mined from our properties;
we are primarily involved with administering the leases on the properties. Since operating companies insist on freedom to move
from property to property as mining requirements dictate, such changes in production cannot be precisely reduced to financial forecasts.

Although the Registrant owns in excess of
67,000 acres in varied fee (surface and/or mineral) and ownership percentage interests in northeastern Minnesota, our mineral interests
on the Mesabi Iron Range formation represent 12,033 acres, including approximately 7,443 acres that are wholly owned, 1,080 acres
in which the Registrant is a tenant in common with a 91% interest, 3,350 acres in tenancy in common with a 50% interest and 160
acres in tenancy in common with other fractional interests. Of said mineral interest total, 9,895 acres are under lease and 2,138
acres are unleased.

None of the Registrant’s leases provide
for any right of renewal by the lessees upon expiration, even though unmined minerals might remain. Any extension of any such terminating
lease would have to be negotiated in the same manner as unleased properties.

The Registrant cannot estimate at this time
any tonnage for nonmagnetic taconite because of lack of drilling, testing and any established large-scale commercial treatment
method for Mesabi Iron Range nonmagnetic taconite. To give a better perspective on magnetic taconite, our engineers estimate that
the proven and probable ore reserves of magnetic taconite under lease as of December 31, 2012, were equivalent to approximately
358,639,000 tons of pellets. These ore reserves are developed from exploration drilling (diamond drilling) analyses performed by
our lessees (steel and mining companies), with our interaction and assistance, though they have never been audited by any external
party as this is not a customary practice. Although the ore reserves generally are adjusted downward each year for taconite pellet
shipments, they also may increase due to new leases entered into and/or amendments to existing leases

2

Item 1.

BUSINESS – continued

that may provide for the development of additional
reserves. In addition, reserve adjustments (positive or negative) are made from time to time when additional diamond drilling results
in adjustments to the estimates (see table of current leases within this “Item 1. Business” section for additional
reserve information).

Present taconite leases provide for minimum
royalties aggregating approximately $6,152,000 for the year 2013 even if no taconite is mined. This entire amount is attributable
to long-term taconite leases.

All leases granted by the Registrant, except
some covering remnants of natural ore, have provisions for escalation of royalty rates. Most of the taconite royalty rates are
escalated on the basis of the price of pellets, the iron content, the Producers Price Index (“PPI”) (All Commodities),
the PPI (Iron and Steel subgroup) or certain combinations of the above.

There are other landowners on the Mesabi
Iron Range, including mining companies and numerous other private fee owners. Accordingly, firm data on competitive conditions
in the iron ore industry is not available. Iron ore is also available from a number of other sources. However, the generally close
proximity of our lands to the mining facilities tends to provide a competitive advantage to the Trust. In addition, other typical
competitive factors include royalty rates, quality and geological characteristics of the ore bodies available, production guarantees
granted to the fee owners, minimum royalty provisions and other matters. The Registrant’s non-taconite shipments have presently
ceased as a source of income. The mining of taconite by lessees is the most important part of our present business. Future development
depends, to a large part, on the demand for taconite from our properties by the steel and mining companies.

The Registrant’s royalty income is
dependent on the number of tons of taconite shipped from its properties by the lessees, royalty rates, minimum royalties collected
and absorption of minimum royalties collected. Following is a summary of shipments by lessee (operating facility) for the years
2012, 2011 and 2010:

Pellet Tons Shipped

2012

2011

2010

U.S. Steel Corporation – Minntac

3,237,598

4,051,571

3,408,528

Hibbing Taconite Company

3,211,256

3,487,176

3,144,896

U.S. Steel Corporation – Keetac

911,602

381,576

747,610

7,360,456

7,920,323

7,301,034

As previously reported, Section 646 of the
Tax Reform Act of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation
as a corporation to that of a grantor trust. Pursuant to an Order of the

3

Item 1.

BUSINESS – continued

Ramsey County District Court, the Trustees
filed the Section 646 election with the Internal Revenue Service (“IRS”) on December 30, 1988. As of January 1, 1989,
the Trust was no longer subject to federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders
are taxed on their allocable share of the Trust’s income whether or not the income is distributed. For certificate holder
tax purposes, the Trust’s income is determined on an annual basis, one-fourth then being allocated to each quarterly record
date.

The Trustees provided annual income tax information
in January 2013 to registered certificate holders of record with holdings on any of the four quarterly record dates during 2012.
This information included the following:

Ÿ

Substitute Form 1099-MISC – This form reported the registered certificate holder’s 2012
allocable share of income from the Trust, distributions declared and any taxes withheld. (Foreign registered certificate holders
received a Form 1042-S.)

Ÿ

Trust Supplemental Statement – This statement reported the number of units (shares) held by
the registered certificate holder on any of the four quarterly record dates in 2012.

Ÿ

Tax Return Guide – This guide instructed the certificate holders as to the preparation of their
income tax returns with respect to income allocated from the Trust and various deductions allowable.

At December 31, 2012, the Registrant employed
ten persons. We have been engaged in only one line of business, namely the leasing and maintenance of our mineral properties. Our
business is not seasonal, but income primarily depends upon production by the steel and mining companies that lease our properties.
We have no operations in foreign countries. Our customers’ (or lessees’) taconite facilities are all located in northeastern
Minnesota, though the ownership interests and/or corporate headquarters are elsewhere, as explained in the footnotes to the table
below.

The Registrant maintains a Web site, which
can be found at www.gniop.com. Information about the Registrant posted on the Web site includes: General Trust information
(including information about the termination of the Trust), Securities and Exchange Commission filings (Forms 10-K, Forms 10-Q,
Forms 8-K), Annual Reports, Tax Return Guides, Quarterly Distribution Releases, Quarterly Earnings Releases, Court Hearings, Audit
Committee Charter, Code of Ethics, Contact and other information. We will, upon request, be pleased to furnish to any certificate
holder or investor, free of charge, a paper copy of any of the above documents for any recent year.

4

Item 1.

BUSINESS – continued

The table on the following page is a listing of the
Registrant’s current leases, all associated with taconite mining facilities located on the Mesabi Iron Range in northeastern
Minnesota near the cities of Hibbing and Virginia. The following footnotes pertain to said table:

Certain expectations and projections regarding
future performance of the Registrant referenced in this report are forward-looking statements. These expectations and projections
are based on currently available industry and financial data and may be subject to certain events and uncertainties beyond our
control. We caution readers that in addition to factors described elsewhere in this report, the following factors and comments,
among others, could cause our operations and financial results to differ materially from the expectations and projections contained
in the forward-looking statements.

The Registrant is dependent on a limited
number of customers.

Our lessees (customers)
primarily include Minntac and Keetac, owned and operated by U.S. Steel Corporation; Hibtac, owned by ArcelorMittal, Cliffs Natural
Resources Inc. and U.S. Steel Corporation, and operated by Cliffs Mining Company; and ESM, owned by Essar Steel Holdings Ltd.,
a subsidiary of Essar Global Ltd., with a new taconite mining and steelmaking facility to be constructed by ESM over the next few
years. Because our revenues are primarily dependent upon a limited number of customers, any significant adverse event at any of
our primary lessees, or the loss of any of our primary lessees, could materially adversely affect our future financial results.

The Registrant is subject to market forces
beyond its control.

A decline in market demand for steel, and
correspondingly taconite, could adversely affect our financial results. However, other related and sometimes compensating factors
include our lessees’ operating levels, minimum royalties, ore body quality, metallurgical and geological characteristics,
and location of our lands. Also sometimes affecting taconite production from our lands are extreme weather conditions and labor
contracts at the mines. Though we are not a party to the labor contracts, all pertinent labor contracts affecting production from
our lands run through August 31, 2015. Additionally, over the past few years, the domestic steel and taconite industries have also
been influenced by the global markets. As a result, the future demand for domestic steel and taconite, which is now part of the
global markets, is uncertain. While any cut in production by any of our lessees can adversely affect the Trust, continued receipt
of minimum royalties do mitigate this effect, in part.

Royalty rates can fluctuate due to the escalation
and de-escalation of producer price indices as a result of provisions present in many of our leases. To the extent these indices
decline (All Commodities or the Iron and Steel subgroup), royalty rates, and correspondingly royalty income, could be adversely
affected. Conversely, higher producer price indices may increase royalty rates and royalty income.

7

Item 1A.

RISK FACTORS –
continued

The loss of grantor trust status would
have adverse tax consequences.

Compliance with Section 646 of the Internal
Revenue Code is integral to the level of distributions paid to the certificate holders. Should it be determined that we have violated
the requirements of Section 646, the Trust would be taxed as a corporation versus a grantor trust. This would mean our income would
be taxable upon our receipt and again upon receipt by the certificate holders. It is the Trustees’ opinion that the Trust
has remained in compliance with the provisions of Section 646 since its election in 1988.

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2.

PROPERTIES

The Registrant owns interests in fee, both
mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota, many of which are leased to the steel and mining
companies that mine the mineral lands for taconite ore. A list of the leased properties is shown in table format in “Item
1. Business” above. The leases provide the lessees exclusive mining rights during the term of such leases. Taconite deposits
are substantial, and our ore reserves are deemed proven and probable. The properties have a reversionary interest as explained
in “Item 1. Business” above.

Item 3.

LEGAL PROCEEDINGS

In proceedings commenced in 1972, the Minnesota
Supreme Court determined that while, by the terms of the Trust, the Trustees are given discretionary powers to convert Trust assets
to cash and to distribute the proceeds to certificate holders, they are limited in their exercise of those powers by the legal
duty imposed by well-established law of trusts to serve the interests of both the term beneficiaries and the reversionary beneficiary
with impartiality. Thus, the Trustees have no duty to exercise the powers of sale and distribution unless required to do so to
serve both term and reversionary interests; and, if the need arises, the Trustees may petition the Ramsey County District Court,
Saint Paul, Minnesota, for further instructions defining what is required in a particular case to balance the interests of certificate
holders and reversioner. Also, the Minnesota Supreme Court, in effect, held that the Trust is a conventional trust, rather than
a business trust, and must operate within the framework of well-established trust law.

8

Item 3.

LEGAL PROCEEDINGS – continued

Section 646 of the Tax Reform Act
of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation as a
corporation to that of a grantor trust. Pursuant to an Order of the Ramsey County District Court, the Trustees filed the
Section 646 election with the Internal Revenue Service on December 30, 1988. As of January 1, 1989, the Trust was no longer
subject to federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders are taxed on
their allocable share of the Trust’s income whether or not the income is distributed. For certificate holder tax
purposes, the Trust’s income is determined on an annual basis, one-fourth then being allocated to each quarterly record
date.

By a letter dated April 27, 2012,
certificate holders of record as of December 30, 2011 (the last business day of the year), and the reversioner were notified of
a hearing on May 22, 2012, in Ramsey County District Court, Saint Paul, Minnesota, for the purpose of settling and allowing the
Trust accounts for the year 2011, and also for the purpose of considering requested fee increases in the compensation of the Trustees.
By Court Order signed and dated May 22, 2012, the 2011 accounts were settled and allowed in all respects. In addition, the Court
granted the requested fee increases of $20,000 per year to the President of the Trustees’ base salary and $20,000 per year
to the potential bonus of the President, an increase of $10,000 per year to each of the other Trustees, and an additional amount
of $5,000 per year to the Trustee serving in the role of Audit Committee Chair, all effective January 1, 2012. By previous Orders,
the Court settled and allowed the accounts of the Trustees for preceding years of the Trust.

Shares of Beneficial Interest, Market Prices
and Distributions on pages 5 and 6 of the Annual Report to Certificate Holders for the year ended December 31, 2012, attached hereto
as Exhibit 13, are incorporated herein by reference. There are no issuer purchases of equity securities. No performance graph is
required, as the Registrant is a nonvoting trust and the Trustees are not elected by the certificate holders; therefore, the performance
graph has been omitted.

9

Item 6.

SELECTED FINANCIAL DATA

Selected Financial Data (Summary of Operations)
on page 2 of the Annual Report to Certificate Holders for the year ended December 31, 2012, attached hereto as Exhibit 13, is incorporated
herein by reference.

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Trustees’ & Management’s
Discussion and Analysis of Financial Condition and Results of Operations on pages 3 through 8, inclusive, of the Annual Report
to Certificate Holders for the year ended December 31, 2012, attached hereto as Exhibit 13, are incorporated herein by reference.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of the
Registrant are included in the Annual Report to Certificate Holders for the year ended December 31, 2012, attached hereto as Exhibit
13, and are incorporated herein by reference:

Balance Sheets – December 31, 2012
and 2011

Statements of Beneficiaries’ Equity
– Years ended December 31, 2012, 2011 and 2010

Statements of Income – Years ended
December 31, 2012, 2011 and 2010

Statements of Comprehensive Income –
Years ended December 31, 2012, 2011 and 2010

Statements of Cash Flows – Years ended
December 31, 2012, 2011 and 2010

Notes to Financial Statements – December
31, 2012

Quarterly Results of Operations (Unaudited),
as shown in “Note 10” of the Notes to the Financial Statements contained in the Annual Report to Certificate Holders
for the year ended December 31, 2012, attached hereto as Exhibit 13, are incorporated herein by reference.

10

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.

CONTROLS AND PROCEDURES

As of the end of the period covered by this
report, the Trust conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and
Chief Financial Officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Management’s Report on Internal Control
over Financial Reporting on page 9 of the Annual Report to Certificate Holders as of December 31, 2012, attached hereto
as Exhibit 13, is incorporated herein by reference.

The Report of Ernst & Young LLP, Independent
Registered Public Accounting Firm, on Internal Control over Financial Reporting on pages 23 and 24 of the Annual Report to Certificate
Holders as of December 31, 2012, attached hereto as Exhibit 13, is incorporated herein by reference.

There was no change in the Trust’s
internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Trust’s internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act).

Item 9B.

OTHER INFORMATION

None.

11

PART III

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Registrant, being a trust, has no directors
as such. The management of the Trust is vested in the following Trustees (who are not employees of the Trust) and officers, as
of December 31, 2012, whose terms of office are not fixed for a specified time:

Name and Position

Age

Years of Service inPosition

Joseph S. Micallef

Trustee

79

36

President of the Trustees and Chief Executive Officer

14

Roger
W. Staehle(1)

Independent Trustee

79

31

Robert
A. Stein(2)

Independent Trustee

74

31

James
E. Swearingen(3)

Independent Trustee

69

3

Thomas A. Janochoski

Vice President & Secretary and Chief Financial Officer

54

21

The Board of Trustees meets quarterly throughout
the year. There are no family relationships between any of the Trustees, officers or employees. The principal occupations and directorships
of the Great Northern Iron Ore Properties Trustees and officers during the last five years are as follows:

____________________

(1)

Roger W. Staehle is an independent member, pursuant to NYSE standards, of the Trust’s Audit
Committee.

(2)

Robert A. Stein is an independent member, pursuant to NYSE standards, and the chairman of the Trust’s
Audit Committee. He is deemed, for purposes thereto, to be a financial expert. He also presides at all non-management executive
sessions.

(3)

James E. Swearingen is an independent member, pursuant to NYSE standards, of the Trust’s
Audit Committee. He is deemed, for purposes thereto, to be a financial expert.

12

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE – continued

JOSEPH S. MICALLEF, President of the Trustees
and Chief Executive Officer.
- Director, William Mitchell College of Law, Saint Paul, Minnesota.

Mr. Micallef has been
a Trustee since 1976 and the President of the Trustees since 1999. Pursuant to the Trust Agreement, the President of the Trustees
(aka Chairman of the Board) is also defined as the “active manager and executive officer in carrying on the business devolving
on the trustees” (aka Chief Executive Officer). Mr. Micallef is a 1962 graduate of William Mitchell College of Law. His principal
occupation for over 25 years was that of President and Chief Executive Officer of Fiduciary Counselling, Inc., whose principal
business is to provide accounting, tax and investment services to individuals, trusts, partnerships, holding companies and foundations.
He also serves on the William Mitchell College of Law Board of Directors as of 2009. Mr. Micallef is recognized for his considerable
experience with trusts, estate planning and charitable foundations, and service on a number of foundation boards. His executive
business experience and trust background are very relevant to our industry, thereby providing the Trust a valuable combined resource
and leadership skill set.

ROGER W. STAEHLE, Trustee.
- Adjunct Professor, Institute of Technology, University of Minnesota;
- Industrial Consultant in the field of Metallurgy.

Dr. Staehle has been
a Trustee since 1982. He was the Dean of the Institute of Technology at the University of Minnesota from 1979 to 1983 as well as
Professor of Chemical Engineering and Materials Science from 1979 to 1987. He is now an Adjunct Professor in that department. Prior
to the University of Minnesota, he was Professor of Metallurgical Engineering at Ohio State University from 1965 to 1979. His specialty
is in the degradation and prediction of materials especially in nuclear energy applications. He was elected to the National Academy
of Engineering in 1978 and is a Fellow of three technical societies. In addition, he was the International Nickel Professor of
Corrosion Science and Engineering at Ohio State University. He is also an editor of over 20 books in his field. Dr. Staehle is
recognized as a worldwide consultant to governments and industries on the safe and reliable performance of nuclear reactors, and
is considered an expert in metallurgy and minerals. His metallurgical and mineral background provides the Trust with a practical
and operational viewpoint.

Mr. Stein has been a
Trustee since 1982. He was the Dean of the Law School of the University of Minnesota from 1979 to 1994, though he has been affiliated
with the Law School since 1964. Beginning in 1994 and until October 2006, he also served as Executive Director and Chief Operating
Officer of the American Bar Association. He now holds the Everett Fraser Professor of Law position with the Law School at the University
of Minnesota. His legal career has concentrated on estates, trusts, property law, estate planning and fiduciary obligations. Mr.
Stein is recognized as an authority on trusts and trust law and has authored numerous publications on these topics. He also serves
as the Trust’s Audit Committee Chairman. His trust law expertise provides the Trust with valuable and pertinent knowledge,
and will be increasingly important as the Trust winds down upon dissolution.

Mr. Swearingen has
been a Trustee since 2009. Mr. Swearingen formerly managed the largest mining operation in North America, which is U.S. Steel’s
Minntac taconite facility in northeastern Minnesota on the Mesabi Iron Range, serving as General Manager of its Minnesota Ore Operations.
He has also previously served as the co-chair on the Governor’s Committee on Minnesota’s Mining Future, as a director
of the Iron Mining Association of Minnesota, as a director of the American Iron Ore Association, as a director of PolyMet Mining
Corporation, and as a consultant in the mining industry. He is currently an advisor to the University of Minnesota’s Natural
Resource Research Institute. Mr. Swearingen is recognized for his considerable experience in the taconite mining industry. His
mining management background provides the Trust with useful insight regarding mining operations, mining leases and overall mining
and steel industry perspectives.

Executive employees in addition to those
listed above include Roger P. Johnson, Manager of Mines and Chief Engineer.

14

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE – continued

Information Regarding Board of Trustees
and Corporate Governance

As provided in the Trust Agreement, should
a vacancy exist on the Board of Trustees, the remaining Trustees meet and jointly select another Trustee to fill the position.
In the unlikely event there are no remaining Trustees, the Trust Agreement provides additional guidance to re-create a Board. Once
appointed to the Board, the Trustees seek Court approval and confirmation from the Ramsey County District Court in Saint Paul,
Minnesota. Accordingly, certificate holders of the Trust’s certificates of beneficial interest have no authority to elect
Trustees or to nominate persons to serve on the Board. The Trust has no express diversity policy; however, the Trustees seek to
maintain among the Board members experience in various disciplines relevant to the Trust’s business. The leadership structure
of the Board of Trustees is established by the Trust Agreement, which combines the positions of the President of the Trustees and
the Chief Executive Officer of the Trust. Mr. Micallef currently holds both of these positions. As Audit Committee Chairman, Mr.
Stein currently serves as the Trust’s lead independent member and presides at all non-management executive sessions.

The Board of Trustees is responsible for
oversight of the risks inherent in the Trust’s business. The Board regularly reviews information regarding the Trust’s
liquidity and operations, as well as the risks associated with each. In addition, the Board receives regular reports from management
on areas of material risk to the Trust, if any, including operational, financial, legal, regulatory, strategic and reputational
risks. The Audit Committee oversees the Trust’s internal controls and financial accounts, and regularly assesses financial
and accounting processes and risks.

In 2002, the Board of Trustees adopted a
Code of Ethics that applies to all Trustees and employees. The Trustees intend to maintain the highest standards of ethical business
practices and compliance with all laws and regulations applicable to the Trust’s business. The Code of Ethics is available
within the Corporate Governance Disclosures section on the Trust’s Web site, which can be found at www.gniop.com.

15

Item 11.

EXECUTIVE COMPENSATION

Summary Compensation Table(a)

Name and Principal Position

Year

Salary

Bonus

Pension
Values(b)

Total

Joseph S. Micallef

2012

$

200,000

$

100,000

$

—

$

300,000

President of the Trustees

2011

180,000

80,000

—

260,000

and Chief Executive Officer

2010

180,000

80,000

—

260,000

Thomas A. Janochoski

2012

164,600

10,000

196,777

371,377

Vice President & Secretary

2011

160,367

8,000

118,994

287,361

and Chief Financial Officer

2010

158,000

8,000

145,401

311,401

Notes: (a) There are no Stock Awards, Option
Awards, Non-equity Incentive Plan Compensation or All Other Compensation and, accordingly, such columns in the table and any corresponding
supplemental tables have been omitted. (b) Pension Values represent “Change in Pension Value and Nonqualified Deferred Compensation
Earnings,” if applicable.

Compensation Discussion and Analysis

The Trust has only two executive officers,
the President of the Trustees and Chief Executive Officer (“CEO”) and the Vice President & Secretary and Chief
Financial Officer (“CFO”), as shown above in the Summary Compensation Table. No other Trust personnel receive compensation
in excess of these named executives. The compensation for the Trust’s other directors (Trustees other than the CEO) is discussed
and shown below under a separate table.

The compensation of the Trustees and CEO
is established by the Trust Agreement (as modified by Court Orders). That is, the CEO does not participate in setting his own compensation.
In addition, the Board of Trustees, as a whole, establishes and approves all compensation for all employees of the Trust (including
that of the CFO) based on market data obtained from time to time, as deemed necessary.

Compensation Committee Report & Interlocks
and Insider Participation

The Board of Trustees, as a whole, has reviewed
and discussed this Compensation Discussion and Analysis (“CD&A”) with management and, based on such review and
discussion, has recommended that the CD&A be included in the Registrant’s annual report. The Board of Trustees has not
designated a separate compensation committee, and the Trustees take all actions with respect to risk oversight and compensation
themselves due to their trustee fiduciary obligations pursuant to the Trust Agreement.

This report is respectfully submitted by
Joseph S. Micallef, Roger W. Staehle, Robert A. Stein and James E. Swearingen, collectively, as the Board of Trustees of Great
Northern Iron Ore Properties.

16

Item 11.

EXECUTIVE COMPENSATION – continued

President of the Trustees/Chief Executive
Officer (CEO) Compensation

The Trust Agreement (as modified by Court
Orders, the last being effective January 1, 2012) provides for current annual compensation (salary) to the CEO of $200,000. The
Trust Agreement (as modified by Court Orders, the last being effective January 1, 2012) also provides for current additional compensation
(bonus) to the CEO equal to one percent (1%) of the excess of annual gross income of the Trust over $5,000,000, with a maximum
bonus of $100,000.

The original 1906 Trust Agreement provided
for compensation to the CEO of $25,000, plus additional compensation (bonus) equal to one percent (1%) of the excess of annual
gross income of the Trust over $5,000,000, with a maximum bonus of $25,000. Between 1906 and 1982, the compensation of the CEO
had never been adjusted. Because of the time-consuming legal proceedings that occurred in the 1970s and 1980s, and the fact that
there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned the Court for an increase
in compensation to reflect, in part, their increased time commitments and inflation over the years.

By Court Order effective January 1, 1983,
the CEO’s compensation was adjusted to $40,000, and the maximum bonus was adjusted to $35,000. Thereafter, because of increased
duties under today’s regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court
for additional compensation increases, essentially based on the increases in the Consumer Price Index since 1983. This petition
process includes notification to all certificate holders of record and the reversioner, followed by a formal Court hearing and
opportunity by certificate holders and reversioner to comment. The Court, taking into consideration any and all testimony and other
materials filed, has approved of increases to the CEO’s compensation a total of eight different times since 1906, the last
being effective January 1, 2012.

Because the compensation of the CEO is set
forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards, non-equity incentive plan
compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation. Accordingly, such
columns in the table and the corresponding supplemental tables have been omitted.

17

Item 11.

EXECUTIVE COMPENSATION – continued

Vice President & Secretary/Chief Financial
Officer (CFO) Compensation

The Board of Trustees, as a whole, determines
the compensation of all employees of the Trust, including that of the CFO. The objective for determining the compensation of the
CFO is to provide a competitive salary based on market data obtained from time to time, as deemed necessary, representative of
other chief financial officers’ responsibilities and pay scales within other similar-sized companies. To determine reasonable
and competitive salary ranges for all employees of the Trust, including the CFO, the Trustees retained independent market research
firms to obtain market data reflective of each specific position. Studies were performed and obtained in 1990 and updated again
in 2001. With respect to the CFO’s base salary, the market salary averages and ranges obtained in the 2001 study reflected
compensation paid to various chief financial officers in 47 different, similar-sized organizations (representing the lower twenty-five
percent quartile of all companies sampled).

Since 2001, the Trustees have extrapolated
the historical salary percentage increase that occurred between 1990 and 2001 forward to current year dollars or, if greater, adjusted
the salary ranges based on the change in the Consumer Price Index since 2001. The Trustees intend to target the CFO’s base
salary to fall within the range of this 2001 study, as extrapolated to current year dollars. The CFO’s base salary for 2012
falls within that range.

In addition to the CFO’s base salary,
the Summary Compensation Table includes $1,900, $3,200 and $5,900 under the column heading “Salary” for nonqualified
deferred compensation plan contributions accrued by the Trust for the benefit of the CFO for the years 2012, 2011 and 2010, respectively
(as discussed and shown below under a separate table).

The CFO’s bonus compensation was established
in 2001 to reward the CFO for any productive year by the Trust that effectively results in gross revenues in excess of $5,000,000,
the same threshold used for the bonus calculation of the CEO. The CFO’s bonus compensation is equal to ten percent (10%)
of the CEO’s bonus compensation, resulting in a current maximum annual bonus of $10,000.

The increase in the actuarial present value
of accumulated benefits under the column heading “Pension Values” for the CFO within the Trust’s defined benefit
pension plan (as discussed and shown below under a separate table) amounted to $193,938, $114,476 and $141,044 for the years 2012,
2011 and 2010, respectively. The CFO participates in the pension plan, along with all other employees, on a nondiscriminatory basis.

18

Item 11.

EXECUTIVE COMPENSATION – continued

In addition to the CFO’s compensation
attributed to the increase in the actuarial present value of accumulated benefits as stated above, the column heading “Pension
Values” also includes $2,839, $4,518 and $4,357 of above-market returns pertaining to nonqualified deferred compensation
earnings accrued by the Trust for the benefit of the CFO for the years 2012, 2011 and 2010, respectively, under the nonqualified
deferred compensation plan (as discussed and shown below under a separate table).

The CFO does not receive any stock awards,
option awards or non-equity incentive plan compensation. Accordingly, such columns in the table and the corresponding supplemental
tables have been omitted. In addition, the CFO did not receive any other compensation that would require disclosure under the column
heading “All Other Compensation.”

Post-Employment Compensation

Pension Benefits Table

Name

Plan Name

Number of Years Credited Service

Present Value of Accumulated Benefit

Payments During Last Fiscal Year

Thomas A. Janochoski (CFO)

Defined Benefit Pension Plan

23

$1,059,137

$—

Only employees of the Trust (not Trustees)
are eligible to participate in the Trust’s pension plan and, as such, post-employment compensation disclosure is not applicable
for the CEO or the other Trustees. The CFO, as an employee of the Trust, does participate in the Trust’s defined benefit
pension plan on a nondiscriminatory basis with the other employees of the Trust.

The Number of Years Credited Service reflects
the years of credited service currently vested as of December 31, 2012. The normal retirement benefit is a straight life annuity
as of the end of the Trust and is based on the highest sixty (60) consecutive months average salary (annualized), the years of
credited service and three percent (3%) per year of credited service, as defined in the pension plan.

19

Item 11.

EXECUTIVE COMPENSATION – continued

The pension plan also provides for a $500/month
supplemental bridge payment (a nondiscriminatory benefit) that begins as of the end of the Trust (due to an involuntary early retirement
resulting from Trust termination) and continues until the earlier of the participant’s death or attainment of age 65. The
early retirement age, as defined in the pension plan, is the earliest date that the participant could elect early retirement based
on the participant’s years of credited service and the participant’s age, the sum of which must equal or exceed 62.
The CFO is currently eligible to elect an early retirement benefit. The early retirement benefit is calculated similar to the normal
retirement benefit, except the percentage used for years of credited service equals two and one-quarter percent (2 1/4%), and the
benefit is reduced by 1/15 for each of the first five years preceding the normal retirement age of 65 and by 1/30 for each year
before that until the early retirement age is reached, and the $500/month supplemental bridge payment is not applicable. However,
if an employee is eligible for early retirement as of the end of the Trust, the employee’s benefit will be unreduced, similar
to the calculation of the normal retirement benefit. Actuarial equivalent annuity options are also available to all participants
in the pension plan in lieu of a straight life annuity.

Nonqualified Deferred Compensation Table

Name

ExecutiveContributions in the Last Fiscal Year

RegistrantContributions in the Last Fiscal Year

AggregateEarnings inthe LastFiscal Year

AggregateWithdrawals/Distributions

Aggregate Balance atLast Fiscal Year-End

Thomas A. Janochoski (CFO)

$—

$1,900

$5,500

$—

$101,900

The Trustees established a nonqualified deferred
compensation plan for the CFO in 2001. The Registrant’s contributions to the deferred compensation plan for the CFO represent
the difference between (i) what the CFO is limited to contributing to his account within a 401(k) Supplemental Retirement Plan
(a plan provided on a nondiscriminatory basis to all employees, without company match or profit sharing) because of his “highly
compensated employee” status as defined by IRS regulations, and (ii) the maximum amount other employees, subject to IRS thresholds,
are permitted to contribute to their accounts.

Aggregate Earnings in the Last Fiscal Year
represent interest earned on the Aggregate Balance at Last Fiscal Year-End within the deferred compensation plan. The interest
percentage used to determine interest earned is the greater of five percent (5%) or the actual one-year current return achieved
within the Trust’s defined benefit pension plan. The Aggregate Balance at Last Fiscal Year-End is distributable at the earliest
of (i) the CFO’s termination of employment, (ii) the termination of the Trust (April 6, 2015), (iii) the CFO’s termination
of employment due to disability, or (iv) the CFO’s death.

20

Item 11.

EXECUTIVE COMPENSATION – continued

Of the total $1,900 in Registrant Contributions
in the Last Fiscal Year and total $5,500 in Aggregate Earnings in the Last Fiscal Year listed in the table above, $1,900 (deferred
compensation) and $2,839 (above-market earnings), respectively, are included in the Summary Compensation Table under the respective
column headings “Salary” and “Pension Values” for the year 2012. In addition, of the total $101,900 Aggregate
Balance at Last Fiscal Year-End listed in the table above, $3,200 and $5,900 (deferred compensation) are included in the Summary
Compensation Table under the column heading “Salary” for the years 2011 and 2010, respectively; and $4,518 and $4,357
(above-market earnings) are included in the Summary Compensation Table under the column heading “Pension Values” for
the years 2011 and 2010, respectively.

Compensation of Directors/Trustees (Other
Than the CEO)

Directors Compensation Table

Name

Current Fiscal Year Fees Earned or Paid in Cash

Roger W. Staehle, Trustee

$

80,000

Robert A. Stein, Trustee and Audit Committee Chair

85,000

James E. Swearingen, Trustee

80,000

The Trust Agreement (as modified by Court
Orders, the last being effective January 1, 2012) provides for current annual compensation (fees) to each Trustee (other than the
CEO) of $80,000. In addition and also pursuant to Court Order, the Trustee serving in the role of Audit Committee Chair receives
an additional amount of $5,000 per year.

The original 1906 Trust Agreement provided
for compensation of $10,000 to each of the other Trustees (other than the CEO). Between 1906 and 1982, the compensation of the
Trustees (other than the CEO) had never been adjusted. Because of the time-consuming legal proceedings that occurred in the 1970s
and 1980s, and the fact that there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned
the Court for an increase in compensation to reflect, in part, their increased time commitments and inflation over the years.

21

Item 11.

EXECUTIVE COMPENSATION – continued

By Court Order effective January 1, 1983,
the Trustees’ (other than the CEO) compensation was adjusted to $20,000. Thereafter, because of increased duties under today’s
regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court for additional compensation
increases, essentially based on the increases in the Consumer Price Index since 1983. This petition process includes notification
to all certificate holders of record and the reversioner, followed by a formal Court hearing and opportunity by certificate holders
and reversioner to comment. The Court, taking into consideration any and all testimony and other materials filed, has approved
of increases to the Trustees (other than the CEO) a total of seven different times since 1906, the last being effective January
1, 2012.

Because the compensation of the Trustees
(other than the CEO) is set forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards,
non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation.
Accordingly, such columns in the table and the corresponding supplemental tables have been omitted.

The only authorized securities of the Registrant are Trustees’
Certificates of Beneficial Interest. These securities are traded on the New York Stock Exchange under the ticker symbol “GNI”
(CUSIP No. 391064102). The holders of these securities do not have voting rights. The Trust is not aware of any entities holding
more than 5% of the Certificates of Beneficial Interest outstanding, of record and/or beneficially, as of December 31, 2012.

(b)

There were no Certificates of Beneficial Interest of Great Northern
Iron Ore Properties owned or pledged by the Trustees or officers of the Trust as of December 31, 2012.

There are no certain relationships or related
transactions requiring disclosure under this section. Director independence is set forth in “Item 10. Directors, Executive
Officers and Corporate Governance” of this report.

22

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

All audit and non-audit services (printing
and reproduction services) were preapproved by the Audit Committee. Fees paid in 2012 for the annual audit services were $86,700,
for audit-related services were $1,600, for tax services were $0 and for all other services were $3,000. Fees paid in 2011 for
the annual audit services were $83,250, for audit-related services were $1,600, for tax services were $0 and for all other services
were $3,000.

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

(1)

The following financial statements of Great Northern Iron Ore Properties are included in the Registrant’s Annual Report to Certificate Holders for the year ended December 31, 2012, attached hereto as Exhibit 13, and are incorporated by reference in Item 8:

Balance Sheets – December 31, 2012 and 2011

Statements of Beneficiaries’ Equity – Years ended December 31, 2012, 2011 and 2010

Statements of Income – Years ended December 31, 2012, 2011 and 2010

Statements of Comprehensive Income – Years ended December 31, 2012, 2011 and 2010

Statements of Cash Flows – Years ended December 31, 2012, 2011 and 2010

Notes to Financial Statements – December 31, 2012

(2)

All Item 15(c) schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(3)

Listing of Exhibits – See the “Exhibit Index” immediately following the signature page.

23

Item 15.

EXHIBITS,
FINANCIAL STATEMENT SCHEDULES — continued

(b)

Exhibits – The response to this portion of Item 15 is set forth above in Item 15(a)(3) of this report.

(c)

Financial Statement Schedules – The response to this portion of Item 15 is set forth above in Item 15(a)(2) of this report.

24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GREAT NORTHERN IRON ORE PROPERTIES

(Registrant)

/s/ Joseph S. Micallef

February 22, 2013

Joseph S. Micallef, Trustee and President of the Trustees, Chief Executive Officer

Date

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Each person whose signature appears below constitutes
Joseph S. Micallef and Thomas A. Janochoski as his true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments
to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents,
or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature

Title

Date

/s/ Joseph S. Micallef

Chief Executive Officer,Trustee and President of the Trustees(principal executive officer)

Copy of Trust Agreement and Rules and Regulations for Management of the Trust (filed as Exhibit A to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)

4

Specimen of Securities Registered Hereunder (filed as Exhibit E to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)

10.1

Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 22, 2012, but effective January 1, 2012 (filed as Exhibit 10.1 to Great Northern Iron Ore Properties Form 8-K, filed on May 23, 2012, and incorporated by reference)

10.2

U.S. Steel Corporation Minntac January 1, 1959 Lease and Operating Agreement and all subsequent amendments through September 12, 2003 (filed as Exhibit 10.2 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)

10.3

Hibbing Taconite Company Mahoning January 1, 1979 Lease and Operating Agreement and all subsequent amendments through January 1, 2006 (filed as Exhibit 10.3 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)

EXHIBIT INDEX – continued

Exhibit No.

Document

13

Annual Report to Certificate Holders

23

Consent of Independent Registered Public Accounting Firm

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

32

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)